Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. This Agreement shall become effective on the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on The effectiveness of the first date on which terms and conditions hereunder is subject to the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from each of the Lenders: (i) executed counterparts of this Agreement and the BorrowerGuaranty, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower sufficient in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed number for distribution to the Administrative Agent, the Issuing Banks each Lender and the Lenders Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and dated capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Effective Dateother Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iiv) Xxxxxx a favorable opinion of Sidley Austin LLP, special U.S. counsel for to the Loan Parties, (ii) Xxx & Xxxxxaddressed to the Administrative Agent and each Lender, special Korean counsel for as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to Documents as the Administrative Agent.Agent may reasonably request; (dv) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party either (iA) certified attaching copies of all consents, licenses and approvals required in connection with the resolutions of the Board of Directorsexecution, managers, members, or equity holders, as applicable, of the Borrower delivery and each other performance by such Loan Party approving and the transactions contemplated by validity against such Loan Party of this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents Guaranty to which it is a party, to and such consents, licenses and approvals shall be delivered by each Loan Party on the Effective Date in full force and the other documents to be delivered hereunder on the Effective Date.effect, or (B) stating that no such consents, licenses or approvals are so required; (fvi) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed on behalf of the Borrower by the President, a Vice President or a Financial Responsible Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and certifying (A) that the conditions specified in Sections 4.03(a) through (c) have been satisfied or waived (which such waiver must be in writing), (B) that there has been no Default event or Event of Default exists as circumstance since the date of the Effective Date. Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (gC) The Administrative Agent shall have received that neither the results of recent UCC, tax and judgment Lien searches Borrower nor any Subsidiary is in default under or with respect to each of any Contractual Obligation that could, either individually or in the Loan Parties aggregate, reasonably be expected to the extent reasonably required by the Administrative Agent, have a Material Adverse Effect and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (iD) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding that the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, has disclosed to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation and the Lenders all matters known to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred any Responsible Officer that, individually or in the aggregate, has had or would could reasonably be expected to have result in a Material Adverse Effect. (jvii) On all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Terrorism Laws; (viii) the Revolving Loan Facility being executed concurrently with the Effective Date and each Guarantee of the Revolving Loan Facility; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document (other than the representation and warranty set forth in Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Effective Date, except to the Administrative Agent extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received a Solvency Certificate executed by a Financial Officer be true and correct as of such earlier date, and except that for purposes of this Section 4.03, the Borrower representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the form most recent statements furnished pursuant to subsections (a) and (b), respectively, of Exhibit H heretoSection 6.01. (kc) Subject to No Default shall exist, or would result immediately following the time period set forth in Schedule 5.15occurrence of the Effective Date and the transactions contemplated hereunder. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all accrued reasonable and unpaid invoiced fees, costs charges and expenses due disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders, Administrative Agent) to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable or on or prior to the Effective Date, including (i) upfront plus such additional amounts of such invoiced fees, payable charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent for in accordance with the account terms of each Lender, in an amount equal to 0.10% this Agreement). Without limiting the generality of the amount provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender’s Commitments under Lender prior to the heading “IPO proposed Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on the first date on which each of the following conditions shall have been is satisfied or waived (in accordance with the “Effective Date”):terms hereof: (a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or other customary means of electronic transmission (e.g., “pdf”) (followed promptly by originals) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the Initial Borrower (if applicable), each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance reasonably satisfactory to the Administrative Agent and each of the Arrangers: (i) executed counterparts of this Agreement, dated as of the Effective Date, in such number as reasonably requested by the Administrative Agent, duly executed by the Initial Borrower, the L/C Issuers, the Swing Line Lender and the Lenders party hereto on the Effective Date; (ii) a certificate of the secretary or assistant secretary of the Initial Borrower, dated as of the Effective Date, certifying (A) that attached thereto is a true and complete copy of each current Organization Document of the Initial Borrower certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Initial Borrower authorizing the execution, delivery and performance of the Loan Party Documents to which the Initial Borrower is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended (except as attached thereto) and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Initial Borrower (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (ii)); (iii) a certificate as to the good standing or equivalent of the Initial Borrower (in so-called “long-form” if available) as of a recent date, from the Secretary of State of the Initial Borrower’s jurisdiction of organization; (iv) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request and (B) in-house counsel to each Loan Party, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request; and (v) a certificate signed by a Responsible Officer certifying that the condition specified in Section 4.03(a) (solely with respect to the representations and warranties to be made on the Effective Date) has been satisfied. (b) The Borrower shall have paid all reasonable out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent shall have received a Note executed (directly to such counsel if requested by the Borrower in favor of each Lender requesting a Note in advance of Administrative Agent) to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent and Lenders shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or at least three business days prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, Date all documentation and other information regarding about the Initial Borrower and the Guarantors as has been reasonably requested in connection with writing at least 10 days prior to the Effective Date by the Administrative Agent or Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to . Without limiting the extent requested in writing generality of the Borrower at least ten Business Days prior to provisions of the Effective Date and (ii) to last paragraph of Section 9.03, for purposes of determining compliance with the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationconditions specified in this Section 4.01, at least five days prior to the Effective Date, any each Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent signed this Agreement shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Material Adverse EffectLender. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from (i) the Borrower, a counterpart of this Agreement executed by each party hereto or (ii) each written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other Loan Party and (iiielectronic imaging) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a Note counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Borrower in favor of each Lender requesting Administrative Agent (which may include facsimile transmission or other electronic imaging) that such Person has signed a Note in advance counterpart of the Effective DateGuarantee Agreement. (c) The Administrative Agent and the Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxxxx Day, special U.S. and, to the extent not covered by the foregoing, counsel for reasonably acceptable to the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesArrangers in each other jurisdiction where any Subsidiary Guarantor is organized, in each case in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers. (d) The Administrative Agent and the Arrangers shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, such customary documents and certificates as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of each Loan Party and authorization of any other legal matters relating to the transactions contemplated herebyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent Arrangers shall have received a certificate, dated the Effective Date and signed on behalf by the chief executive officer or the chief financial officer of the Borrower by the PresidentCompany, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default or Event has occurred and is continuing. (f) The Administrative Agent and the Arrangers shall have received a solvency certificate from the chief financial officer of Default exists the Company in the form of Exhibit I demonstrating solvency (on a consolidated basis) of the Company and the Subsidiaries as of the Effective DateDate after giving effect to the Transactions that are to occur on such date. (g) The Administrative Agent shall have received and the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent Arrangers shall have received, at least five two Business Days prior to the Effective Date, (i) all documentation and other information regarding the Borrower and the Guarantors requested in connection with each Loan Party required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent reasonably requested in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date, and (ii) to the extent the Borrower any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowersuch Loan Party. (ih) Since December 31All costs, 2020expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents (or separately agreed by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), no change, development the Administrative Agent or event the Lenders shall have occurred that, individually been paid on or in the aggregate, has had or would reasonably be expected prior to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenderseach case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced with reasonable detail at least two Business Days prior to the Effective Date. (i) The Existing Credit Agreement Refinancing shall have been consummated (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be consummated), and due the Administrative Agent and payable the Arrangers shall have received customary payoff documentation in respect thereof. (j) The conditions set forth in Section 4.04 in respect of WABTEC UA shall have been satisfied (or waived in accordance with Section 10.02). (k) Each Guarantee of any Indebtedness outstanding under the 2013 Note Indenture by any Subsidiary that shall not be a Subsidiary Guarantor on the Effective Date shall have been (or prior to substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be) released and discharged, and the Administrative Agent and the Arrangers shall have received customary evidence thereof. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of and such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) notice shall be conclusive and (ii) all attorney costs of the Administrative Agentbinding.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from either (i) the Borrower, a counterpart of this Agreement signed on behalf of such party or (ii) each other Loan Party and evidence satisfactory to the Administrative Agent (iiiwhich may include a facsimile transmission) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by favorable written opinion (addressed to the Borrower in favor of each Lender requesting a Note in advance of Administrative Agent and the Lenders and dated the Effective Date) of Kxxxxxxx & Exxxx LLP, counsel for the Loan Parties, addressing corporate authority matters and other matters as the Administrative Agent shall reasonably request, each such opinion to be in form, scope and substance reasonably satisfactory to the Administrative Agent and the Lenders. (c) The Administrative Agent shall have received a written opinion (addressed as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the Administrative Agentorganization, the Issuing Banks existence and good standing of such Loan Party and the Lenders and dated the Effective Date) authorization of (i) Xxxxxx LLP, special U.S. counsel for the Loan PartiesDocuments or the Transactions, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (da) The Administrative Agent representations and warranties of the Loan Parties set forth in the Loan Documents shall have received be true and correct (i) certified copies in the case of the resolutions representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Board Effective Date, except in the case of Directorsany such representation and warranty that expressly relates to a prior date, managers, members, or equity holders, in which case such representation and warranty shall be so true and correct on and as applicable, of such prior date and (b) at the Borrower time of and each other Loan Party approving immediately after giving effect to the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents Transactions to be delivered by the Borrower and the other Loan Parties occur on the Effective Date, no Event of Default shall have occurred and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebybe continuing. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf by the chief financial officer of the Borrower by Parent Borrower, confirming compliance with the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties conditions set forth in Article III paragraph (d) of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective DateSection. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent shall have be a condition precedent to the RPS Acquisition Term Loan Commitments of each RPS Acquisition Term Loan Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent and each of the RPS Acquisition Term Loan Lenders: (i) the Borrowerexecuted counterparts of this Agreement by each Loan Party, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks Required Lenders (as defined in the Existing Credit Agreement) and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the RPS Acquisition Term Loan Parties, Lenders; (ii) Xxx & Xxxxx, special Korean counsel for Notes executed by the Company in favor of each RPS Acquisition Term Loan Parties and Lender requesting Notes; (iii) Rajah, Xxxx Singapore LLP, special Singapore favorable opinions of (x) Hogan Lovells LLP and (y) in-house counsel for to the Loan Parties, in Company and the Subsidiary Guarantors (each case in form and substance reasonably satisfactory to the Company and the Administrative Agent.) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Company and the Subsidiary Guarantors and the Loan Documents; (div) The Administrative Agent shall have received (ix) certified copies a certificate of a Responsible Officer of the resolutions Company and each Subsidiary Guarantor attaching (A) each Organization Document of such Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the Board jurisdiction of Directorsits incorporation, managers(B) the resolutions, members, written consents or equity holders, as applicable, other applicable action of the Borrower and each other such Loan Party approving authorizing, among other things, the transactions contemplated by execution, delivery and performance of this Agreement and the execution and delivery other Loan Documents (including in respect of the Loan Documents to be delivered by Company, the Borrower borrowing of the RPS Acquisition Term Loans hereunder), and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents RPS Transactions and (iiC) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a an incumbency certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized entitled to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for the Company and each Subsidiary Guarantor from its jurisdiction of its incorporation; and (v) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to be delivered hereunder on perfect the Effective DateLiens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (fb) The Lenders, Administrative Agent and the Arrangers shall have received all fees required to be paid under this Agreement and the RPS Fee Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (gbeen made) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (ic) The Administrative Agent and each Lender shall have received, received at least five 5 Business Days prior to the Effective Date, Date to the extent requested at least 10 Business Days prior to the Effective Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) with respect to the extent the any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to such Borrower. Without limiting the Borrower. (i) Since December 31generality of the provisions of the last paragraph of Section 9.03, 2020for purposes of determining compliance with the conditions specified in this Section 4.01, no changeSection 4.02, development Section 4.03 or event Section 4.04 each Lender that has signed this Agreement shall have occurred that, individually or in the aggregate, has had or would reasonably be expected deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Material Adverse Effect. (j) On the Effective Date, Lender unless the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to specifying its objection thereto. The Administrative Agent confirms that the Effective Date, including (i) upfront fees, payable to Date has occurred on the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This The obligation of each Lender to execute and deliver this Agreement shall become effective on the first date on which and to make its respective Commitments hereunder, is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have executed a counterpart hereto and shall have received an executed counterpart hereto from be originals or facsimiles or “.pdf” or “tiff” files (ifollowed promptly by originals) the Borrowerunless otherwise specified, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note properly executed by a Responsible Officer of the Initial Borrower in favor of each Lender requesting a Note in advance dated as of the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP), special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent., and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Initial Borrower): (d) The Administrative Agent shall have received (i) certified copies executed counterparts of this Agreement; (ii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the resolutions Initial Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of the Board of Directors, managers, members, or equity holders, each Responsible Officer thereof authorized to act as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by a Responsible Officer in connection with this Agreement and the execution and delivery of the other Loan Documents to which the Initial Borrower is a party or is to be delivered by a party; (iii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that the Initial Borrower and the other Loan Parties on the Effective Dateis duly organized or formed, and all documents evidencing other necessary corporate that the Initial Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (or other applicable organizationaliv) action and governmental approvals, if any, a customary certificate of a Responsible Officer of the Initial Borrower with certifications with respect to the Loan Documents satisfaction of the conditions set forth in clauses (d) and (iie) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebythis Section 4.01. (eb) The Administrative Agent Initial Borrower shall have received a certificate of provided the representative director, the secretary or an assistant secretary of each Loan Party certifying the names documentation and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth information reasonably requested in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or writing at least 10 days prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to Date by the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested Lenders in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each case at least five days prior to the Effective Date. (c) The Administrative Agent’s receipt of (i) audited consolidated balance sheets of the Company and the Target and related statements of income, any Lender that has requested, changes in a written notice to equity and cash flows of the Borrower Company and the Target for the three (3) most recently completed fiscal years ended at least five 90 days prior before the Effective Date in the case of the Company and 100 days before the Effective Date in the case of the Target and (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Target for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (c)(i) above ended at least 45 days before the Effective Date in the case of the Company and 50 days (or in the case of the fiscal quarter ending on June 30, 2012, 60 days) before the Effective Date in the case of the Target. (d) The Major Representations shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (e) No Major Default relating solely to the Initial Borrower shall exist. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement on or after the Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on and the first date on which obligation of each Lender to make its initial Loans hereunder is subject to satisfaction to each Lender (or waiver by each Lender in accordance with Section 10.1) of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed Agent’s receipt of the following (in the case of certificates of governmental officials, dated no earlier than a counterpart hereto recent date before the Effective Date), each in form and shall have received substance satisfactory to the Lenders: (i) an executed counterpart hereto from of this Agreement, properly executed by a duly authorized signatory (iapoderado) of the Borrower, (ii) Borrower and a duly authorized signatory of each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agentparty hereto, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, ; (ii) Xxx & Xxxxxan executed counterpart of the Guaranty, special Korean counsel properly executed by a Responsible Officer of each Initial Guarantor organized under the laws of a country other than Mexico and by a Person holding powers for acts of ownership (actos de dominio) of each Initial Guarantor organized under the Loan Parties and laws of Mexico, dated the Effective Date; (iii) Rajahwith respect to each Loan Party organized under the laws of Mexico, Xxxx Singapore LLPtrue, special Singapore counsel for the Loan Parties, in each case in form correct and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified complete copies of (A) the resolutions of the Board board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and directors authorizing the execution and delivery of the Loan Documents to be delivered by Documents, (B) incorporation deed (escritura constitutiva) and current bylaws (estatutos sociales vigentes) evidencing that the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing execution of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it such Loan Party is a partyparty is contemplated within the corporate purpose of such Loan Party, and (C) the public deeds containing the powers of attorney granted to be delivered by the individuals executing the Loan Documents to which such Loan Party is a party on behalf of such Loan Party (including poderes para actos de administración (in case of the Borrower) and poderes para actos de dominio (in case of the Guarantors) and registered poderes para suscribir títulos de crédito conforme al artículo 9 de xx Xxx General de Títulos y Operaciones de Xxxxxxx); (iv) with respect to each Loan Party on other than a Loan Party organized under the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf laws of the Borrower by the PresidentMexico, a Vice President or certificate of a Financial Responsible Officer of the Borrower confirming evidencing (A) the accuracy identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party and (B) that each Loan Party is duly organized or formed, and that each such Loan Party is validly existing, in good standing (to the extent such concept exists in the relevant jurisdiction) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) favorable opinions of (A) Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Borrower, (B) the Borrower’s General Counsel, (C) GHR Rechtsanwälte AG, special Swiss counsel to the Borrower, (D) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Lead Arrangers and (E) Galicia Abogados, S.C, counsel to the Lead Arrangers, addressed to the Administrative Agent and each Lender, as to such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties set forth of the Borrower contained in Article III of this Agreement as of the Effective Date V are true and that no Default or Event of Default exists correct on and as of the Effective Date., except to the extent that such representations and warranties specifically refer to another date, in which case they shall be true and correct as of such other date and (B) that no Default exists, or would occur immediately after giving effect to this Agreement, on the Effective Date; (gvii) The Administrative the acceptance by the Process Agent shall have received of an irrevocable appointment to act as agent for service of process for the results Loan Parties in connection with any proceeding relating to the Loan Documents brought in the State of recent UCC, tax New York; (viii) a copy certified by a Mexican notary public of the irrevocable special power of attorney for lawsuits and judgment Lien searches with respect to collections (poder especial irrevocable para pleitos y cobranzas) granted by each of the Loan Parties to organized under the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any laws of Mexico before a Mexican notary public in favor of the assets Process Agent; and (ix) the Audited Financial Statements and the unaudited financial statements of the Loan Parties except for Liens permitted under Borrower referred to in Section 6.2 or Liens 5.5(a) and (b) required to be discharged on or delivered prior to the Effective Date. (i) The Upon the reasonable request of any Lender or the Administrative Agent shall have received, made at least five ten (10) Business Days prior to the Effective Date, all the Borrower shall have provided to such Lender or the Administrative Agent, as applicable, the documentation and other information regarding the Borrower and the Guarantors so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, to the extent requested in writing of the Borrower each case at least ten three (3) Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior the Borrower shall have delivered to the Effective Date, any each Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received so requests a Beneficial Ownership Certification in relation to the Borrower. Borrower at least ten (i10) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected Business Days prior to have a Material Adverse Effect. (j) On the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on The occurrence of the first date on which Effective Date is subject to satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from Agent’s receipt of the following: (i) duly executed counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Specified Domestic Guarantor, each Lender, the Administrative Agent, each Swing Line Lender and the L/C Issuer; (ii) each other a Revolving Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Revolving Loan Note at least three Business Days in advance of the Effective Date.; (ciii) The Administrative Agent shall have received a written opinion (addressed to Swing Line Note executed by the Administrative AgentBorrower, if requested by the Issuing Banks and the Lenders and dated Swing Line Lender at least three Business Days in advance of the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.; (div) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, a closing certificate executed by a Responsible Officer of the Borrower and each other Specified Domestic Guarantor as of or about the Effective Date, certifying as to (x) the charter and bylaws of each such Loan Party approving and (y) (a) the transactions contemplated by resolutions or other corporate action of each such Loan Party authorizing the execution and performance of, and (b) the incumbency and specimen signature of each officer of each such Loan Party executing, this Agreement and the execution other Loan Documents to which each such Loan Party is a party; (v) a certificate of good standing with respect to the Borrower and delivery each Specified Domestic Guarantor from the Secretary of State of the State of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party); (vi) a favorable opinion of Xxxx, Xxxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents (including enforceability of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate under New York law); (or other applicable organizationalvii) action and governmental approvals, if any, with respect (x) to the Loan Documents and (ii) all other documents extent reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by any Lender through the Administrative Agent), and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with that are required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten three Business Days prior to the Effective Date and (iiy) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower.; and (iviii) Since December 31, 2020, no change, development a closing certificate executed by a Responsible Officer of the Borrower as of or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On about the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H heretocertifying as to Sections 4.01(c), (d) and (e). (kb) Subject to the time period set forth in Schedule 5.15, the The Borrower shall have paid all accrued and unpaid fees, costs and expenses due (i) to the Administrative Agent Arrangers for their own account any fees due and required to be paid to the LendersArrangers pursuant to the Fee Letters on or before the Effective Date, and (ii) subject to the limitations set forth in Section 10.04 and to the extent invoiced with reasonable detail at least two three Business Days prior to the Effective Date Date, the reasonable out-of-pocket expenses of the Administrative Agent and due Arrangers in connection with this Agreement, including the reasonable and payable documented out-of-pocket fees and expenses of one counsel (including any local counsel) for the Administrative Agent and the Arrangers, taken as a whole. (c) Since December 31, 2021, there has not been a Material Adverse Effect (as set forth in clause (a) of the definition thereof). (d) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on or prior to and as of the Effective Date, including except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (ie) upfront feesNo Default or Event of Default has occurred or would occur as a result of the effectiveness hereof. (f) The Effective Date shall have occurred on or before December 20, payable 2022. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Effective Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent for the account of each or such Lender, in an amount equal to 0.10% of as the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentcase may be.

Conditions to Effective Date. This Agreement The Commitments of each Lender hereunder shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have received the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the BorrowerFee and Syndication Letter, the Security Agreement, the Pledge Agreement, and the Subsidiary Guaranty; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a Note draft Offer Press Release or Scheme Press Release (as applicable) in advance form and substance reasonably satisfactory to the Administrative Agent; (iv) favorable opinions of (x) Hxxxx Xxxxxxx LLP and (y) in-house counsel to the Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (v) (x) a certificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Borrower, the borrowing of the Loans hereunder), and the Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (vi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arranger shall have received all fees required to be paid under this Agreement and the Fee and Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the . The Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to Lenders irrevocably confirm that the Effective Date and due and payable has occurred on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This Agreement shall become effective on the first date on which The effectiveness of this credit facility is subject to satisfaction or waiver of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from the Arranger: (i) executed counterparts of this Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require; (iiv) each other Loan Party a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (iiic) each Lenderand 5.04 are true and correct on and as of the Effective Date and (B) the current Debt Ratings (if any); and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five three (3) Business Days prior to the Effective Date, all documentation and other information regarding about the Borrower and the Guarantors requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), to the extent reasonably requested in writing by the Administrative Agent (on behalf of the Borrower any Lender) at least ten (10) Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (ic) Since December 31, 2020, no change, development Any fees required to be paid on or event before the Effective Date shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectbeen paid. (jd) On the Effective Date, Unless waived by the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15Agent, the Borrower shall have paid all accrued reasonable and unpaid fees, costs and expenses due documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two three Business Days prior to the Effective Date Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and due and payable on the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO proposed Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on the first date on which is subject to satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent conditions set forth in Section 4.01 shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) been satisfied as of the Borrower, (ii) each other Loan Party and (iii) each LenderClosing Date. (b) The Administrative Agent Agent’s receipt of the following, each of which shall have received a Note be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by the Borrower in favor a Responsible Officer of Fxxxxx, each Lender requesting a Note in advance of dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Fxxxxx as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Subsidiary Guaranty and the other Loan Documents to which Fxxxxx is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Fxxxxx is duly organized or formed, and that Fxxxxx is validly existing, in good standing and qualified to engage in business in Delaware; (iv) a favorable opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel to Fxxxxx, addressed to the Administrative Agent and each Lender, as to such matters concerning Fxxxxx and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; (v) a certificate signed by a Responsible Officer of the Company certifying that there has been no event or circumstance since December 31, 2005 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) on the Company and its Subsidiaries, taken as a whole, after giving effect to the Merger; (vi) The representations and warranties of (A) the Company contained in Article V (excluding Section 5.05(c)), after giving effect to the supplemental Schedules with respect to Fxxxxx and its Subsidiaries to be provided pursuant to Section 4.02(b)(x), and (B) the Company and Fxxxxx contained in each other Loan Document or which are contained in the certificate delivered pursuant to Section 4.02(b)(v) shall be true and correct on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (vii) evidence that the Merger has been or, concurrently with the Effective Date, is being consummated in accordance with the terms of the Merger Agreement, as modified, amended or waived as of the Effective Date; provided, that, since the Closing Date, there shall not have been any modification, amendment or waiver of the Merger Agreement that is materially adverse to the interests of the Lenders without consent of the Required Lenders; (viii) evidence that the Existing Credit Agreements have been or, concurrently with the Effective Date, are being terminated, all obligations thereunder have been paid in full and all Liens, if any, securing obligations under the Existing Credit Agreements have been or, concurrently with the Effective Date, are being released; (ix) a duly completed Compliance Certificate as of the Effective Date, signed by a Responsible Officer of the Company; and (x) (A) updated Schedules 2.03, 5.06, 5.08 and 7.04, if necessary, to reflect information with respect to Fxxxxx and its Subsidiaries and (B) Schedules 7.01(c) and 7.02(c) accompanied by a certificate signed by a Responsible Officer of the Company certifying that such Schedules are in compliance with Sections 7.01 and 7.02. (c) Any fees required to be paid on or before the Effective Date shall have been paid. (d) The Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents directly to be delivered such counsel if requested by the Borrower and Administrative Agent) to the other Loan Parties extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and all documents evidencing other necessary corporate disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (or other applicable organizational) action provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebyAgent). (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Datebefore May 7, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent2007.

Conditions to Effective Date. This The effectiveness of this Credit Agreement shall become effective on is subject to the first date on which satisfaction of such of the following conditions on or prior to the Effective Date as shall not have been satisfied or expressly waived (in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the “Effective Date”):Administrative Agent and each of the Lenders: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed counterparts of this Credit Agreement signed by each of the parties hereto; (b) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower with respect to the Parent and the Borrower, addressed to the Administrative Agent and the Lenders, in favor of each Lender requesting a Note in advance of form and substance satisfactory to the Effective Date.Administrative Agent and the Lenders; (c) The the Administrative Agent shall have received a written opinion the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Dateif any) of (i) Xxxxxx LLPeach Credit Party, special U.S. counsel for certified as of a recent date by the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for applicable Secretary of State of the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.state of formation of such Credit Party; (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to each Credit Party issued as of a recent date by the representative directorapplicable Secretary of State of the state of formation of such Credit Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, the secretary or an assistant secretary as applicable) of each Loan state in which such Credit Party certifying is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (e) the names and true signatures Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party with respect to each of the officers of such Loan Credit Party authorized to sign execute and deliver the Credit Documents to which such Credit Party is a party and, in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Loan Notices; (f) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party of (A) the by-laws or similar governing document of each Credit Party and (B) all corporate, limited liability company, partnership or other necessary action taken by such Credit Party to authorize the execution, delivery and performance of the Credit Documents to which it is a party, to be delivered by each Loan Party ; (g) the Administrative Agent and the Lenders shall have been paid all fees due and payable on the Effective Date in connection herewith (including fees and the other documents to be delivered hereunder on the Effective Date.expenses of counsel); (fh) The Administrative Agent shall have received a certificateParent, dated the Effective Date and signed on behalf of the Borrower by or any Subsidiary that qualifies as a “legal entity customer” under the PresidentBeneficial Ownership Regulation shall, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall collectively, have received the results of recent UCC, tax and judgment Lien searches with respect delivered to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to Parent, the Borrower or each such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or Subsidiary, in each case, at least five (5) Business Days prior to the Effective Date.; and (i) The Administrative Agent the Borrower and each other Credit Party shall have receivedprovided, at least five (5) Business Days prior to the Effective Date, all documentation information requested by the Administrative Agent and other information regarding the Borrower and the Guarantors requested each Lender in connection order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii10) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on the first date on which that each of the following conditions shall have been satisfied (or waived (the “Effective Date”in accordance with Section 9.07): (a) The receipt by the Administrative Agent shall have of (x) this Agreement, executed by a counterpart duly authorized officer of each Borrower and each other party hereto and shall have received an (y) Notes in favor of each Bank requesting a Note, all executed counterpart hereto from (i) the by a duly authorized officer of each Borrower, (ii) each other Loan Party and (iii) each Lender.; (b) The receipt by the Administrative Agent shall have received of a Note executed by the Borrower in favor certificate of an authorized officer of each Lender requesting a Note in advance Borrower, dated as of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent., certifying and attaching the following: (d) The Administrative Agent shall have received (i) certified copies a copy of the resolutions of the Board of DirectorsDirectors of such Borrower, managersduly adopted, memberswhich authorize the execution, or equity holdersdelivery and performance of this Agreement, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower Notes and the other Loan Parties on Transaction Documents; (ii) a copy of the Effective DateArticles of Incorporation of such Borrower, including any amendments thereto; (iii) a copy of the Bylaws of such Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of such Borrower, which shall identify by name and title and bear the signatures of all documents evidencing other necessary of the officers of Borrower executing any of the Transaction Documents to which such Borrower is a party; (v) a certificate of corporate good standing of such Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation; (or other applicable organizationalc) action and governmental approvalsreceipt by the Administrative Agent of favorable opinions of (i) Xxxxxxx LLP, if any, with respect special counsel to the Loan Documents Borrowers, and (ii) all other documents reasonably requested with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama; (d) receipt by the Administrative Agent relating to the organizationof a certificate, existence and good standing signed by an authorized officer of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificateBorrower, dated the Effective Date and signed on behalf of in form and substance reasonably satisfactory to the Borrower by the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the certifying that (i) all representations and warranties set forth of such Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and that correct as of such date), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2021, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as of required hereunder; (e) the Borrowers shall have paid (i) to Xxxxx Fargo Securities, U.S. Bank and JPMCB, the fees required under the applicable Fee Letters, respectively, to be paid to them on the Effective Date. , in the amounts due and payable on the Effective Date, (gii) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any the initial payment of the assets annual administrative fee described in the Xxxxx Fargo Fee Letter, and (iii) all other fees of the Loan Parties except for Liens permitted Arrangers, the Administrative Agent and the Banks and the reasonable expenses of the Administrative Agent required under Section 6.2 or Liens any other Transaction Document to be discharged paid on or prior to the Effective Date. Date (i) The Administrative Agent shall have receivedincluding, at least five Business Days to the extent invoiced prior to the Effective Date, reasonable fees and expenses of counsel to the Administrative Agent) in connection with this Agreement and the other Transaction Documents; (f) receipt by the Administrative Agent of copies of the financial statements referred to in Section 5.09; (g) receipt by the Administrative Agent and the Banks of all documentation and other information regarding requested by the Borrower and the Guarantors requested in connection with Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot PATRIOT Act; (h) receipt by the Administrative Agent, and any Bank requesting the same, at least five Business Days prior to the extent Effective Date of a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested in writing of the Borrower at least ten Business Days prior to the Effective Date and Date; (iii) receipt by the Administrative Agent of an Account Designation Letter, together with written instructions from an Authorized Individual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (j) receipt by the Administrative Agent of evidence reasonably satisfactory to the extent the Borrower qualifies as a “legal entity customer” Administrative Agent that all accrued and unpaid interest and fees under the Beneficial Ownership RegulationExisting Loan Agreement as of the Effective Date have been paid in full; and (k) such other agreements, at least documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five days (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, any Lender for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has requestedsigned this Agreement shall be deemed to have consented to, in approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a written notice to the Borrower at least five days prior to the Effective Date, Bank unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Bank prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on and the first date on which initial availability of Commitments in an aggregate amount not to exceed $2,500,000,000 is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):conditions: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have executed a counterpart hereto and shall have received an executed counterpart hereto from be originals or telecopies (ifollowed promptly by originals) the Borrowerunless otherwise specified, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note properly executed by the Borrower in favor of each Lender requesting a Note in advance Responsible Officer of the signing Loan Party, each dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.Agent and each of the Lenders: (d) The Administrative Agent shall have received (i) certified copies executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Facility Guarantor and the Company; (ii) Notes executed by the Borrowers in favor of each Lender requesting Notes; provided that with respect to any Notes under any Tranche 1 Commitment, Discovery Networks Asia-Pacific Pte. Ltd. shall execute such Notes as soon as practicable after the Effective Date; (iii) such certificates or resolutions or other action, incumbency certificates and/or other certificates of the Board Responsible Officers of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving as the transactions contemplated by Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the execution other Loan Documents to which such Loan Party is a party; (iv) such documents and delivery certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and (where applicable) in good standing in its jurisdiction of organization; (A) a favorable opinion of Debevoise & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (B) a favorable opinion of Delaware Counsel Group LLP, special Delaware counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (C) a favorable opinion of Xxxxxx Bond Xxxxxxxxx (US) LLP, special Ohio counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (D) a favorable opinion of DLA Piper UK LLP, special English law counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Singapore Pte. Ltd., special Singapore counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender; (F) a favorable opinion of DLA Piper Luxembourg, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Luxembourg, special Luxembourg counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender; (F) a favorable opinion of Xxxxx-Xxxxxx, special Spain counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (G) a favorable opinion of Ogier (Jersey) LLP, special Jersey counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; and (H) a favorable opinion of DLA Piper Nederland N.V, special Netherlands counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in the case of each of (A) through (H) in a form reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Company and the Facility Guarantor certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (vii) in the case of a Luxembourg Borrower: (A) a copy of an excerpt of the Luxembourg Borrower issued by the Luxembourg Register of Commerce and Companies dated no earlier than one Business Day prior to the date of this Agreement (Extrait du Registre de Commerce et des Sociétés); (B) a copy of a certificate of non-inscription of a judicial decision, issued by the Luxembourg Register of Commerce and Companies in relation to the Luxembourg Borrower dated no earlier than one Business Day prior to the date of this Agreement (Certificat de non-inscription d’une décision judiciaire); (C) a copy of a resolution of the board of managers of the Luxembourg Borrower: a. approving the terms of, and the transactions contemplated by, the Loan Documents to be delivered by the Borrower which it is a party and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign resolving that it executes the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.;

Conditions to Effective Date. This Agreement The Commitments of each Lender hereunder shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have received the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the BorrowerFee and Syndication Letter, the Security Agreement, the Pledge Agreement, and the Subsidiary Guaranty; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a Note draft Offer Press Release or Scheme Press Release (as applicable) in advance form and substance reasonably satisfactory to the Administrative Agent; (iv) favorable opinions of (x) Xxxxx Xxxxxxx LLP and (y) in-house counsel to the Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (v) (x) a certificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Borrower, the borrowing of the Loans hereunder), and the Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (vi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arranger shall have received all fees required to be paid under this Agreement and the Fee and Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the . The Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to Lenders irrevocably confirm that the Effective Date and due and payable has occurred on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.